By Marc Markel and Eric Tonsul
We’ve all become used to the requirements of masks, social distancing and maintaining groups smaller than 10 during the COVID-19 pandemic. Unfortunately, these requirements do not work well for the business side of many of our associations. During COVID-19, we have been recommending associations postpone their board meetings and annual meetings or, if possible, host virtual meetings. Now, with the uncertainty of when restrictions will be fully lifted, we know association business must continue. Thus, we are encouraging associations continue with virtual meetings for the foreseeable future. Virtual meetings are recommended as they are a close resemblance to in-person meetings. This new virtual meeting world has led to many community managers and association board members asking our advice on how to set up virtual association meetings. In this article, we discuss our five tips to make your virtual meetings a success.
1. Choose the Virtual Meeting Platform Best Suited for Your Community
There are myriad of virtual meeting platforms at various prices available online today. From Zoom, GotoMeeting, Google Meet, Microsoft Teams and countless others, how do you know which one is the right choice for your association? There are several factors to consider when deciding the platform that will work best for your association.
First, price vs. number of users/attendees. With each virtual meeting platform, the price and attendee factor go hand-in-hand. As the number of allowed attendees goes up, so too will the price. The same is true for the number of licensed users on the administrative side. As you are searching for the right platform, you will want to have an estimate as to how many owners you expect to attend your meetings. You will also want to determine the number of licensed users you wish to have because this will give you the best idea of your expected costs.
Another factor to consider, which we will address in further detail in tip number 4, is the ability to host the executive session. Does the platform you are considering allow for password protected breakout sessions within a meeting, or will you have to create a separate call that can lead to extra confusion on the part of the board members and homeowners?
Finally, you may also want to consider adding a webinar feature to your virtual meeting platform. Section 209.0051(c)(2)(B) of the Texas Property Code does not require homeowners to be vocally involved with virtual board meetings. Take note this does not apply to annual meetings. The webinar feature on many of the virtual meeting platforms allows for the attendee to view and hear the meeting and ask questions via a chat feature, but the attendee is not able to speak. This feature may allow the association to have a more efficient meeting.
2. Decide on the Details of Your Meeting Before Posting the Announcement
Now that you have decided on the platform that will work best for the association, you need to think about the finer details of the meeting. As you prepare to setup your meeting, you will want to create a checklist of the common features that can be used in the meeting. Some of the items that may be found on your checklist include:
1. Will the meeting be video and audio, or audio only?
2. How many attendees will be in the meeting?
- Do the attendees need the ability to ask questions via audio?
3. Will there be contributors outside of the association?
4. Will the meeting require an executive session?
5. Who will be in charge of running the meeting? (Board President, Community Manager, Association Attorney)
After determining the details of the meeting, the notice requirements from Texas Property Code Section 209.0051 also apply to virtual meetings for single-family and townhome associations. For condominium associations, the requirements of Section 82.108 (e) apply to virtual meetings.
The meeting notice should have a general subject of the meeting. If there is going to be an executive session, there will need to be a general description of any matter to be discussed during executive session. The meeting notice will also need to include the log-in information to join via the web and the call-in number if that option is available.
As with in-person board meetings, the same methods of notice apply.
For Single Family and Townhome associations:
- A 10 to 60-day notice by mail that has all of the details for the meeting listed above (not typically recommend), or
- A 72-hour notice featuring a conspicuous posting in the community, as well as a community wide email blast to all members who have registered an email address with the association, or
- A 72-hour notice on the association’s website, as well as a community wide email blast to all members who have registered an email address with the association.
- Notice of a meeting of the board must be given as provided by the bylaws, or, if the bylaws do not provide for notice, notice must be given to each board member in the same manner in which notice is given to members of the board of a nonprofit corporation (Texas Property Code Section 82.108(d)).
3. Test your Setup/Sharing Documents
Before starting the meeting, a test of the setup featuring everyone who will be speaking and contributing to the meeting is highly recommended. A test should be done a few days before the date of the meeting to ensure all participants understand the meeting platform and the technology they are choosing to use. Determining any issues in advance will allow you the opportunity to troubleshoot any technology issues before the day of the meeting. Additionally, virtual meeting platforms allow the presenters to share documents on the screen for viewing by those attending the meeting. This capability is extremely useful in communicating certain information to the attendees that would not otherwise exist with your standard conference call.
4. Be organized
It is time for the meeting. The person you have chosen to operate the meeting will launch the meeting, and every step going forward should proceed as if the meeting is being held in-person.
The meeting should follow the agenda. Minutes should be taken by one of the officers of the board. If a voting item is on the agenda and a quorum is present, a vote can take place vocally by calling on the name of the board member to state his/her vote. If there are technical difficulties during the meeting and a board member loses connection, pause the meeting to allow time for the board member time to rejoin. If the member is unable to rejoin, continue the meeting as scheduled.
As with an in-person board meeting, an owner forum is recommended. The owner forum can be conducted through an online chat feature, or the owner can be allowed to appear via audio, or audio visually.
The owner forum should be limited in time but should allow the owner to ask questions and raise any issues for the board’s consideration. Owners should be advised of a time limit to ask question/raise issues during the owner forum. Typically, 3-5 minutes is customary. Owner forums can also be held prior to calling the meeting to order. Personal attacks should be prohibited. By using a virtual meeting platform, the person in charge of running the meeting has the option to remove an owner from the meeting if the owner becomes belligerent and abusive towards a board member or another owner. Additionally, most virtual meeting platforms provide the ability to mute the attendees (i.e., the owners) and not the presenters (i.e., the board members).
As discussed in tip number one, if an executive session is necessary, adjourn into executive session on another line or place the owner participants in a “wait room”. The platforms may also allow for a tone to be played when someone joins or leaves the meeting. By turning this setting on, it can be a helpful way to know if someone is trying to listen in during the executive session.
The virtual executive session should be conducted just like an in-person session and follow the guidelines set forth by Section 209.0051 (c) of the Texas Property Code. For condominium associations, the executive session guidelines are set forth by Section 82.108 (b). The executive session should stick to the agenda. There should be no minutes or notes taken during the executive session since the meeting minutes are considered a book and record of the Association and are subject to production in response to a records request, or in response to a discovery request during litigation.
5. Consider Hosting Your Annual Meeting Virtually and Hold Electronic Voting
COVID-19 has forced many associations to reexamine how the annual meeting of the members can be conducted. With social distancing guidelines, it may not be possible for large-scale in-person meetings to take place for the foreseeable future. As board terms come to an end, and other community decisions need to continue, the annual meeting is a must for the continued success of the association.
The association should strongly consider hosting the annual meeting virtually. The virtual annual meeting will need to allow the owners to participate via audio at appropriate times, and voting will need to take place electronically before or during the meeting or by proxy or absentee ballot prior to the meeting. For more details on electronic voting please click on the link to access a recent webinar on this topic. Keep in mind that electronic voting requires preparation, coordination with a third party provider, and possibly amendments to governing documents. By hosting an annual meeting virtually, the attendees can participate in the meeting from the comfort of their homes while avoiding the potential spread of COVID-19.
When considering holding electronic voting during a virtual annual meeting the Association must (1) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and (2) keep a record of any vote or other action taken as set forth in Texas Business Organizations Code Section 6.002(b). While a community governed by Chapter 209 of the Texas Property Code is allowed to electronically vote during a virtual meeting, an Association governed by Chapter 82 of the Texas Property Code should consult their attorney to determine if electronic voting is permitted during a virtual meeting.
While the spread of COVID-19 has forced almost everyone to alter their way of life, the rise of the virtual meeting may be a positive outcome that can last for years to come. The virtual meeting can provide a productive setting to conduct association business with greater owner participation. It grants associations the ability to control speaking time limits and who is allowed to talk and at what part of the meeting. Therefore, once in-person meetings are allowed to resume, it would not be surprising to see many associations continue using virtual meetings.
To learn more about hosting successful virtual meetings and how to conduct successful in-person meetings when they are allowed to resume, join Shareholders Leah K. Burton and Cliff Davis for a Successful Meetings Webinar. The webinar is on June 17, 2020 from 11:30 a.m. – 12:30 p.m. and is approved by the Community Association Managers International Certification Board (CAMICB) to fulfill 1 hour of continuing education requirements for the CMCA certification. www.camicb.org